Fixed Security. (a) Each Member, with full title guarantee (subject only to Permitted Security), as security for the payment or discharge of all Secured Sums, charges by way of fixed charge in favour of the Security Agent (as trustee for the Beneficiaries): (i) all of its LLP Interests from time to time; and (ii) all Derivative Rights relating to each such LLP Interests, (b) Each Chargor, with full title guarantee, as security for the payment or discharge of all Secured Sums, charges in favour of the Security Agent (as trustee for the Beneficiaries): (i) by way of legal mortgage, all Land (other than Floating Charge Property) in England and Wales now vested in it and registered at the Land Registry or which will be subject to first registration at the Land Registry upon the execution and delivery of this Debenture, in each case as described in Schedule 2 (Registered Land to be Mortgaged); (ii) by way of fixed charge: (1) with the exception of any Restricted Land and any Floating Charge Property, all other Land which is now, or in the future becomes, its property; (2) all Land (other than, for the avoidance of doubt, any Floating Charge Property) which has ceased to fall within the definition of Restricted Land by virtue of receipt of the relevant landlord's consent to charge that Land, but only with effect from the date on which that consent is obtained; (3) all other interests and rights in or relating to Land or in the proceeds of sale of Land now or in the future belonging to it (other than in relation to any Floating Charge Property or Restricted Land); (4) all plant and machinery now or in the future attached to any Land which, or an interest in which, is charged by it under the preceding provisions of this Clause (b); (5) all rental and other income and all debts and claims now or in the future due or owing to it under or in connection with any lease, agreement or licence relating to Land; (6) all Specified Investments which are on the date of this Debenture its property, including all proceeds of sale derived from them; (7) all Specified Investments in which that Chargor may in the future acquire any interest (legal or equitable), including all proceeds of sale derived from them; (8) all Derivative Rights of a capital nature now or in the future accruing or offered in respect of its Specified Investments; (9) all Derivative Rights of an income nature now or in the future accruing or offered at any time in respect of its Specified Investments; (10) all insurance or assurance contracts or policies (which are material to the business or operations of the Chargor or the Group) now or in the future held by or otherwise benefiting it which relate to Fixed Security Assets or which are now or in the future deposited by it with the Security Agent, together with all its rights and interests in such contracts and policies (including the benefit of all claims arising and all money payable under them) apart from any claims which are otherwise subject to a fixed charge or assignment (at law or in equity) in this Debenture; (11) all its goodwill and uncalled capital for the time being; (12) all Specified Intellectual Property belonging to it; (13) with the exception of any Restricted IP, all other Material Intellectual Property presently belonging to it, including any such Material Intellectual Property to which it is not absolutely entitled or to which it is entitled together with others; (14) with the exception of any Restricted IP, all Material Intellectual Property that may be acquired by or belong to it in the future, including any such Material Intellectual Property to which it is not absolutely entitled or to which it is entitled together with others; (15) with the exception of any Restricted IP, the benefit of all agreements and licences now or in the future entered into or enjoyed by it relating to the use or exploitation of any Material Intellectual Property in any part of the world; (16) all Material Intellectual Property (including any Material Intellectual Property to which it is not absolutely entitled or to which it is entitled together with others, and the benefit of all agreements and licences now or in the future entered into or enjoyed by it relating to the use or exploitation of any Material Intellectual Property in any part of the world) which by virtue of obtaining third party consent to charge such Material Intellectual Property has ceased to fall within the definition of Restricted IP, but only with effect from the date on which that consent is obtained; (17) all its rights now or in the future in relation to trade secrets, confidential information and knowhow in any part of the world; (18) all its rights and causes of action in respect of infringement(s) (past, present or future) of the rights referred to in sub-paragraphs (ii)(12) to (17) inclusive of this Clause; (19) all trade debts now or in the future owing to it; (20) all other debts now or in the future owing to it, excluding those arising on fluctuating accounts with other members of the Group; (21) the benefit of all instruments, guarantees, charges, pledges and other security and all other rights and remedies available to it in respect of any Fixed Security Asset except to the extent that such items are for the time being effectively assigned under Clause 3.1 (Assignments); (22) any beneficial interest, claim or entitlement it has to any pension fund now or in the future; (23) all rights, money or property accruing or payable to it now or in the future under or by virtue of a Fixed Security Asset except to the extent that such rights, money or property are for the time being effectively assigned or charged by fixed charge under the foregoing provisions of this Debenture; and (24) the benefit of all licences, consents and authorisations held in connection with its business or the use of any Asset and the right to recover and receive all compensation which may be payable in respect of them.
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Fixed Security. (a) Each Member, with full title guarantee (subject only to Permitted Security), as As continuing security for the payment of the Secured Liabilities the Chargor with full title guarantee:
(a) charges to the Lender by way of equitable mortgage its interest in any freehold or discharge leasehold property acquired by the Chargor after the date of all Secured Sums, this deed;
(b) charges to the Lender by way of fixed charge in favour of the Security Agent (as trustee for the Beneficiaries):its interest in:
(i) all of its LLP Interests from time to time; and
(ii) all Derivative Rights relating to each such LLP Interests,
(b) Each Chargorexisting and future fittings, with full title guaranteeplant, as security for the payment or discharge of all Secured Sumsequipment, charges in favour of the Security Agent (as trustee for the Beneficiaries):
(i) by way of legal mortgagemachinery, all Land (tools, vehicles, furniture and other than Floating Charge Property) in England and Wales now vested in it and registered at the Land Registry or which will be subject to first registration at the Land Registry upon the execution and delivery of this Debenture, in each case as described in Schedule 2 (Registered Land to be Mortgaged)tangible movable property;
(ii) any Investment;
(iii) its existing and future goodwill and uncalled capital;
(iv) all existing and future cash at bank;
(v) any Intellectual Property;
(vi) any money now or at any time after the date of this deed standing to the credit of any Designated Account; and
(vii) to the extent not otherwise subject to any fixed security in favour of the Lender:
(A) any existing and future proceeds of any insurance of any Charged Property; and
(B) any sum now or at any time after the date of this deed received by the Chargor as a result of any order of the court under sections 213, 214, 238, 239 or 244 of the Insolvency Act 1986;
(c) charges and assigns to the Lender by way of fixed security its interest in the Debts and the benefit of the Debts and any guarantee or security for the payment of any Debts provided that if any such guarantee or security is expressed to be non-assignable then the Chargor charges to the Lender by way of fixed security its interest in and the benefit of it;
(d) assigns to the Lender its interest in and the benefit of the Development Contracts and the benefit of any guarantee or security for the performance of any of the Development Contracts provided that if any Development Contract is expressed to be non-assignable then the Chargor charges to the Lender by way of fixed charge its interest in and the benefit of it; and,
(e) charges to the Lender by way of fixed charge:
(1) with the exception of any Restricted Land and any Floating Charge Property, all other Land which is now, or in the existing and future becomes, its property;
(2) all Land (other than, for the avoidance of doubt, any Floating Charge Property) which has ceased to fall within the definition of Restricted Land by virtue of receipt property of the relevant landlord's consent to charge that Land, but only with effect from Chargor not charged or assigned by the date on which that consent is obtained;
(3) all other interests and rights in or relating to Land or in the proceeds previous paragraphs of sale of Land now or in the future belonging to it this clause (other than the Chargor's stock in relation to any Floating Charge Property trade or Restricted Landwork in progress);
(4) all plant and machinery now or in the future attached to any Land which, or an interest in which, is charged by it under the preceding provisions of this Clause (b);
(5) all rental and other income and all debts and claims now or in the future due or owing to it under or in connection with any lease, agreement or licence relating to Land;
(6) all Specified Investments which are on the date of this Debenture its property, including all proceeds of sale derived from them;
(7) all Specified Investments in which that Chargor may in the future acquire any interest (legal or equitable), including all proceeds of sale derived from them;
(8) all Derivative Rights of a capital nature now or in the future accruing or offered in respect of its Specified Investments;
(9) all Derivative Rights of an income nature now or in the future accruing or offered at any time in respect of its Specified Investments;
(10) all insurance or assurance contracts or policies (which are material to the business or operations of the Chargor or the Group) now or in the future held by or otherwise benefiting it which relate to Fixed Security Assets or which are now or in the future deposited by it with the Security Agent, together with all its rights and interests in such contracts and policies (including the benefit of all claims arising and all money payable under them) apart from any claims which are otherwise subject to a fixed charge or assignment (at law or in equity) in this Debenture;
(11) all its goodwill and uncalled capital for the time being;
(12) all Specified Intellectual Property belonging to it;
(13) with the exception of any Restricted IP, all other Material Intellectual Property presently belonging to it, including any such Material Intellectual Property to which it is not absolutely entitled or to which it is entitled together with others;
(14) with the exception of any Restricted IP, all Material Intellectual Property that may be acquired by or belong to it in the future, including any such Material Intellectual Property to which it is not absolutely entitled or to which it is entitled together with others;
(15) with the exception of any Restricted IP, the benefit of all agreements and licences now or in the future entered into or enjoyed by it relating to the use or exploitation of any Material Intellectual Property in any part of the world;
(16) all Material Intellectual Property (including any Material Intellectual Property to which it is not absolutely entitled or to which it is entitled together with others, and the benefit of all agreements and licences now or in the future entered into or enjoyed by it relating to the use or exploitation of any Material Intellectual Property in any part of the world) which by virtue of obtaining third party consent to charge such Material Intellectual Property has ceased to fall within the definition of Restricted IP, but only with effect from the date on which that consent is obtained;
(17) all its rights now or in the future in relation to trade secrets, confidential information and knowhow in any part of the world;
(18) all its rights and causes of action in respect of infringement(s) (past, present or future) of the rights referred to in sub-paragraphs (ii)(12) to (17) inclusive of this Clause;
(19) all trade debts now or in the future owing to it;
(20) all other debts now or in the future owing to it, excluding those arising on fluctuating accounts with other members of the Group;
(21) the benefit of all instruments, guarantees, charges, pledges and other security and all other rights and remedies available to it in respect of any Fixed Security Asset except to the extent that such items are for the time being effectively assigned under Clause 3.1 (Assignments);
(22) any beneficial interest, claim or entitlement it has to any pension fund now or in the future;
(23) all rights, money or property accruing or payable to it now or in the future under or by virtue of a Fixed Security Asset except to the extent that such rights, money or property are for the time being effectively assigned or charged by fixed charge under the foregoing provisions of this Debenture; and
(24) the benefit of all licences, consents and authorisations held in connection with its business or the use of any Asset and the right to recover and receive all compensation which may be payable in respect of them.
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Sources: Debenture (Futuremedia PLC)